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Companies Listed in Schedule "A"

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Companies Listed in Schedule Court File No. CV12-9767-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF THE COMPANIES'REDITORS ARRANGEMENT ACT, R.S.C.1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CINRAM INTERNATIONAL INC., CINRAM INTERNATIONAL INCOME FUND, CII TRUST AND THE COMPANIES LISTED IN SCHEDULE "A" Applicants MOTION RECORD (Motion Returnable August 21, 2012) GOODMANS LLP Barristers & Solicitors Bay Adelaide Centre 333 Bay Street, Suite 3400 Toronto, Canada MSH 2S7 Robert J. Chadwick LSUC¹:35165K Melaney J. Wagner LSUC¹:44063B Caroline Descours LSUC¹:58251A Tel: 416.979.2211 Fax: 416.979.1234 Lawyers for the Applicants l Court File No. CV12-9767-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF THE COMPANIES'REDITORS ARRANGEMENT ACT, R.S.C.19S5, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CINRAM INTERNATIONAL INC., CINRAM INTERNATIONAL INCOME FUND, CII TRUST AND THE COMPANIES LISTED IN SCHEDULE "A" Applicants INDEX Tab., ': : '.,:,:.:;--'-.';:,.;.,Docum'ent Notice of Motion dated August 14, 2012 Affidavit of John H. Bell August 14, 2012 A Exhibit A —Asset Purchase Agreement dated June 22, 2012 among Cinram International Inc. and Cinram Group Inc., formerly Cinram Acquisition, Inc. (without schedules or exhibits) B Exhibit B —Approval and Vesting Order of the Ontario Superior Court of Justice (Commercial List) dated July 12, 2012 C Exhibit C —Order (I) Recognizing the Canadian Sale Order, (II) Authorizing and Approving the Sale Free and Clear of all Liens, Claims, Encumbrances, and Other Interests, (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief of the United States Bankruptcy Court for the District of Delaware dated July 25, 2012 Exhibit D —Listed Closing Assigned Contracts Exhibit E —Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 6, 2012 Exhibit F —Supplement to Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 13, 2012 Exhibit 6 —Second Supplement to Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 18, 2012 Exhibit H —Third Supplement to Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 19, 2012 Exhibit I —Fourth Supplement to Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 20, 2012 Exhibit J —Fifth Supplement to Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 23, 2012 Exhibit K —Sixth Supplement to Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 24, 2012 Exhibit L —Affidavit of John Bell sworn June 23, 2012 (without exhibits) Exhibit M —Affidavit of Mark Hootnick sworn June 23, 2012 (without exhibits) Exhibit N —Presentation of Najafi Companies re: Cinram Acquisition dated July 2012 Draft Assignment Order SCHEDULE "A" Additional Applicants Cinram International General Partner Inc. Cinram International ULC 1362806 Ontario Limited Cinram (U.S.)Holding's Inc. Cinram, Inc. IHC Corporation Cinram Manufacturing LLC Cinram Distribution LLC Cinram Wireless LLC Cinram Retail Services, LLC One K Studios, LLC I f Court File No. CV12-9767-00C!. ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF THE COMPANIES'EEDITORS ARRAWGEMElVT ACT, R.S.C.19S5,c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CINRAM INTERNATIONAL INC., CINRAM INTERNATIONAL INCOME FUND, CII TRUST AND THK COMPANIES MISTED IN SCHEDULE "A" NOTICE OF MOTION (returnable August 21, 2012) The Applicants will bring a motion before a Judge of the Commercial List on August 21, 2012, at 10:00 a.m. or as soon after that time as the matter may be h'card at 330 University Avenue, Toronto, Ontario. PROPOSED METHOD OF HEARING: The motion is to be heard orally. 1. THE APPLICANTS MAKE A MOTION FOR AN ORDER: (a) abridging the time for and validating the service of this Notice of Motion and .he Motion Record and dispensing with further service thereof; (b) assigning the rights and obligations of Cinram International Inc, ("CII") under certain contracts, agreements and leases to Cinram Group, Inc., formerly knowr as Cinram Acquisition, Inc. (the "Purchaser" ) and/or one or more entities nominated to take assignment of such contracts in accordance with the Asset Purchase Agreement (defined below) pursuant to section 11.3 of the Companies Arrangement Act, R.S.C. 1985, c. C-36, as emended (the "CCAA");'reditors and (c) such further and other relief as counsel may request and this Honourable Cou;t deems just. THE GROUNDS FOR THE MOTION ARE: (a) On June 25, 2012, this Honourable Court made an Order (the "Initial Order" ), inter alia: (i) granting a stay of proceedings under the CCAA against the Applicants, Cinram International Limited Partnership (together with the Applicants, the "CCAA Parties" ) and the subsidiaries of the CCAA Parties that are also party to agreements to which the CCAA Parties are parties; (ii) appointing FTI Consulting Canada Inc. as the monitor (the "Monitor" ) of the CCAA Parties in these CCAA proceedings; and (iii) appointing Cinram International ULC ("Cinram ULC") as the foreign representative of the CCAA Parties. (b) On July 12, 2012, this Honourable Court made an order (the "Approval and Vesting Order" ), inter alia: (i) approving the sale of substantially all of the property and assets used in connection with the business carried on by Cinram Fund and its direct and indirect subsidiaries (collectively, "Cinram") in North America contemplated by an asset purchase agreement between CII and the Purchaser dated June 22, 2012 (the "Asset Purchase Agreement" ); (ii) approving the sale of the shares of Cooperatie Cinram Netherlands UA pursuant to the binding purchase offer dated June 22, 2012 (the "Purchase Offer") provided by the Purchaser to CII and 1362806 Ontario Limited (together with CII, the "Share Sellers" ); (iii) authorizing CII to enter into the Asset Purchase Agreement and the Share Sellers to enter into the Purchase Offer; (iv) authorizing CII, Cinram Inc., Cinram Retail Services LLC, One K Studios, LLC, Cinram Distribution LLC and Cinram Manufacturing LLC (collectively, the "Asset Sellers" ) to complete the transactions contemplated by the Asset Purchase Agreement (the "Asset Sale Transaction" ); and (v) authorizing the Share Sellers to complete the transactions contemplated by the Purchase Offer (the "Share Sale Transaction", together with the Asset Sale Transaction, the "Sale Transaction" ). (c) On July 25, 2012, Cinram ULC obtained an order under chapter 15 of title 11 of the United States Code, as amended from time to time (the "Bankruptcy Code") from the United States Bankruptcy Code from the United States Bankruptcy Court for the District of Delaware (the "U.S.Court" ), inter alia, recognizin: on a final basis these CCAA proceedings as the "foreign main proceedings" of the CCAA Parties and recognizing on a final basis the Initial Order. (d) On July 25, 2012, Cinram ULC obtained an order (the "Sale Recognitiiin Order" ) under chapter 15 of the Bankruptcy Code from the U.S. Court, inter aA'c, recognizing the Approval and Vesting Order, authorizing the assumption an!i assignment of certain executory contracts and unexpired leases, and granting certain related relief. (e) The CCAA Parties, with the assistance of their advisors and the Monitor, ha:,e continued to work with the Purchaser with respect to the Sale Transa~;"! ';:,. including working to satisfy the closing conditions to the Sale Transaction. (f) The Asset Purchase Agreement requires the Applicants to seek and obl,.n Canadian and U.S. court approval with respect to the assignment of certain contracts designated by the Purchaser for assignment and assumption prior to and after Closing. (g) The Applicants are seeking the assignment of those contracts, agreements an,l leases relating to the business and assets being sold under the Asset Pur:.;ha, e Agreement to which CII is a party and in respect of which consent is required '-!..t not obtained that have been designated by the Purchaser up to and follower!g Closing for assignment and assumption in accordance with the terms of the Asset Purchase Agreement (collectively, the "Assigned Contracts" ). (h) Assignment of contracts and agreements with Material Customers and European Material Customers (each as defined in the Asset Purchase Agreement) and contracts designated by the Purchaser for assignment that do not require consent to assignment pursuant to their terms is not being sought as part of this motion as these will be addressed through consents in accordance with the Asset Purchase Agreement and/or will be transferred as part of the general transfer of assets under the Approval and Vesting Order and Sale Recognition Order. -4- (i) It is not practically possible for CII to obtain consensual assignment agreements relating to each of the Assigned Contracts to be assigned on Closing prior to the expected timing of Closing. (j) The CCAA Parties have made extensive efforts to notify parties whose contracts, agreements and/or leases may be subject to designation for assignment and assumption by the Purchaser in accordance with the Asset Purchase Agreement.
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